Assumption of Certain Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).
Assumption of Certain Liabilities. Subject to the terms and conditions set forth in this Agreement, the Buyer agrees to assume and become responsible at the Closing for all of the Assumed Liabilities. The Buyer will not assume or have any responsibility with respect to any other Liability not expressly included within the definition of Assumed Liabilities.
Assumption of Certain Liabilities. On and subject to the terms and conditions of this Agreement, as of the Closing, Purchaser shall assume and agree to pay and discharge when due solely the following Liabilities of Seller, to the extent that they are not Excluded Liabilities (collectively, the “Assumed Liabilities”):
Assumption of Certain Liabilities. Except as expressly contemplated by this Section 1.4, Purchaser shall not assume any Liabilities of Seller (whether or not related to the Transferred Assets, the Business or the Excluded Assets). At the Closing, Purchaser shall (A) assume the lesser of (x) One Million Five Hundred Thousand Dollars ($1,500,000) of indebtedness under the Sallyport Facility and (y) the actual amount of indebtedness under the Sallyport Facility (including the principal amount thereof and accrued and unpaid interest thereunder) (the “Sallyport Assumed Debt Amount”); (B) assume Seller’s obligation to refund a security deposit in the amount of Five Hundred Forty-Eight Thousand Three Hundred Sixty-Four Dollars ($548,364) (the “Security Deposit Amount”) to its subtenant pursuant to the Sublease Agreement, dated as of December 27, 2017, between Say Media, Inc. and Cloudpassage, Inc., at the end of such sub-tenancy on or about August 31, 2018; (C) assume, discharge and perform as and when due all of the obligations of Seller under the Seller Contracts identified on Schedule 1.1(d) and under the Real Property Leases; provided, however, if Seller shall not have obtained, prior to the Closing Date, any Consent required to be obtained from any Person with respect to the assignment or delegation to Purchaser of any rights or obligations under a Seller Contract identified on Schedule 1.1(d), the respective benefits and burdens under such Seller Contract shall be treated as set forth in Section 6.11; (D) assume Seller’s obligations with respect to all sales commissions that remain unpaid as of the Closing payable to any Seller Service Provider with respect to Seller’s second and third fiscal quarters of its fiscal year ending December 31, 2018; (E) assume the Liabilities of Seller set forth on Schedule 1.4; and (F) the Liabilities of Seller arising in the ordinary course of business from and after July 31, 2018 through to and including the Closing (clauses (A) through (F), collectively, the “Assumed Liabilities”).
Assumption of Certain Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, HoldCo shall assume, effective as of the Closing, and from and after the Closing, HoldCo shall pay, perform and discharge when due, and indemnify Ashland and its affiliates and each of their respective Representatives against, and defend and hold them harmless from, all of the following liabilities, obligations and commitments of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise and whether due or to become due, of Ashland (collectively, the "Assumed Liabilities"), other than any Retained Liabilities:
Assumption of Certain Liabilities. 18 SECTION 2.04.
Assumption of Certain Liabilities. Seller shall assume liability effective as of the Closing Date of certain Liabilities of Company relating to those certain Third-Party Claims listed on Schedule 3.4 (the “Specified Litigation”), whether such Specified Litigation arises from Third-Party Claims made before or after the Closing Date. If applicable, any Losses incurred by Purchaser or the Company arising from the Specified Litigation shall be handled in accordance with Article VIII. Seller shall defend, with counsel reasonably satisfactory to Purchaser, at the sole cost and expense of Seller, all Specified Litigation by all appropriate proceedings, which proceedings will be diligently prosecuted or defended by Seller to a final conclusion or will be settled at the discretion of Seller (but only with the prior written consent of Purchaser in its sole discretion in the case of any settlement (i) that provides for any relief other than the payment of monetary damages, (ii) that provides for the payment of monetary damages by Purchaser or its Affiliates, (iii) that does not expressly unconditionally release Purchaser from all Liabilities with respect to such claim and all other claims arising out of the same or similar facts and circumstances, with prejudice, or (iv) that could adversely affect any Tax or other Liability of Purchaser and its Affiliates). Subject to the immediately preceding sentence, Seller will have full control of such defense and proceedings, including any compromise or settlement thereof. If requested by Seller, Purchaser will, at the sole cost and expense of Seller, provide reasonable cooperation to Seller in contesting the Specified Litigation. Seller hereby guarantees timely payment and performance by Seller of all obligations of Seller described in this Section 3.4(b) and shall fulfill, on demand, all obligations of Seller set forth in this Section 3.4(b) if Seller fails to do so. If applicable, any Losses incurred by Purchaser or the Company arising from the Specified Litigation shall be handled in accordance with Article VIII. ARTICLE IV.
Assumption of Certain Liabilities. Pursuant to that certain Asset Purchase Agreement dated as of July [ ], 2018 (the “Agreement”) by and between ADVENTIST HEALTH TULARE, a California nonprofit religious corporation (“Buyer”), and TULARE LOCAL HEALTHCARE DISTRICT, a local health care district of the State of California (“Seller”), for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Buyer assumes the Assumed Liabilities as such term is defined in the Agreement. Except as expressly assumed in this Assumption of Certain Liabilities, Buyer does not assume and shall not in any manner be responsible for any liability (including any contingent liability), obligation, lien or encumbrance of Seller. BUYER By: Its
Assumption of Certain Liabilities. On the Closing Date, Purchaser shall assume and agree to undertake to pay, perform and discharge as and when due, and shall indemnify Seller for and hold Seller harmless from and against each of the following obligations, responsibilities, liabilities and debts (collectively, the "Assumed Liabilities"):
Assumption of Certain Liabilities. On the terms set forth herein, on and after the Closing Date, Buyer shall assume, perform and pay only the following Liabilities (“Specified Liabilities”) but only to the extent the same are not incurred or resulting from (directly or indirectly) any breach or default by Seller under any Contract with any Person or any representation, warranty or covenant of Seller noted herein:
